Richard L. Davis
About Richard L. Davis
Richard L. Davis (age 71) is an independent director of Triumph Financial, Inc. (TFIN) serving since 2010. He is the retired founder of DAVACO, Inc., a provider of retail/restaurant/hospitality service solutions, and launched RLD Capital Holdings, Inc. in 2023 as a family office. He serves on The Salvation Army’s Dallas/Fort Worth Metroplex Advisory Board and the Foundation Board of Baylor Scott & White; his core credentials emphasize senior leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DAVACO, Inc. | Founder; recognized as EY Entrepreneur of the Year finalist (2000, 2006); Retail Construction Hall of Fame inductee (2006) | Not disclosed | Industry execution leadership in multi-site services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLD Capital Holdings, Inc. | Founder (family office) | launched 2023 | Investment/family office oversight |
| The Salvation Army – Dallas/Fort Worth Metroplex | Advisory Board member | Not disclosed | Community/charitable governance |
| Baylor Scott & White | Foundation Board member | Not disclosed | Non-profit governance |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Davis is independent under SEC and Nasdaq standards; only CEO Aaron P. Graft and Davis Deadman are non-independent . |
| Board/Committee attendance | Board held 4 meetings in 2024; committees held 21. Each director attended at least 75% of Board and applicable committee meetings . |
| Committee assignments | Compensation Committee (member); Nominating & Corporate Governance Committee (member) . |
| Committee meeting cadence | Compensation Committee met 4 times in 2024; Nominating & Corporate Governance Committee met 4 times . |
| Hedging/pledging | Directors prohibited from hedging and short sales; pledging restricted to pre‑approved exceptions; pledged shares do not count to ownership guidelines . |
| Compensation Committee interlocks | No Compensation Committee members are current officers/employees; note Chairman Sepulveda previously served as Executive Chairman (ended 2015) and is currently independent; no cross‑board executive interlocks disclosed . |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board member cash retainer (TFIN) | $40,000 | Standard member cash retainer . |
| Compensation Committee membership fee | $3,000 | Member fee . |
| Nominating & Corporate Governance Committee membership fee | $3,000 | Member fee . |
| TBK Bank, SSB Board service (cash) | $10,000 | Member fee attributable to TBK Bank board service; included under “All Other Compensation” . |
| Stock awards (TFIN board grants) | $74,994 | Fully vested on grant date; per grant-date fair value . |
| Total 2024 director compensation | $130,994 | Fees earned $46,000; stock $74,994; other $10,000 . |
Reference schedule (TFIN Board & Committees): Board Chair cash $55,000; Board Chair stock $100,000; Board member cash $40,000; Board member stock $75,000; Audit member $12,500; Compensation member $3,000; NCGC member $3,000; Risk & Compliance member $10,000. TBK Bank Board member cash $10,000 .
Performance Compensation
| Component | Performance Metric(s) | Status |
|---|---|---|
| Director equity grants | None (director grants are fully vested at grant; no performance conditions) | Not performance‑conditioned . |
Director equity awards are fully vested at grant; TFIN’s performance-based metrics apply to executive LTIP, not to non-employee director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No current public company directorships disclosed for Davis in the proxy . |
| TBK Bank, SSB | Subsidiary board | Member (cash retainer) | “All Other Compensation” includes cash retainers for TBK Bank board/committees . |
| Related party employment | — | — | Davis’s son‑in‑law was a commercial lender at TBK Bank; compensation exceeded $120,000 in 2021–2022; employment ceased in 2022 (reviewed under related‑party policy) . |
Expertise & Qualifications
- Skills matrix indicates senior leadership experience for Davis; no flags for banking/financial/technology categories in the matrix .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 209,751 | Includes indirect holdings via trusts/foundation; less than 1% of common shares outstanding . |
| Ownership % of common stock | <1% | Asterisk indicates less than 1% in beneficial ownership table . |
| Depository Shares (Series C Preferred) | 20,000 | Represents 1.11% of Series C Depository Shares outstanding . |
| Options/RSUs | None disclosed | No options/RSUs reported for Davis in beneficial ownership table . |
| Pledged shares | None disclosed | No pledge footnote for Davis; pledge disclosure appears for CEO only . |
| Stock ownership guidelines | Directors expected to hold ≥5x annual cash retainer; all directors either in compliance or expected to meet by measurement date . |
Footnote details: Davis’s holdings include (i) 74,079 shares indirectly owned as trustee of the Sheree Davis 2006 Family Trust, (ii) 74,079 shares indirectly owned, and (iii) 6,726 shares indirectly owned as trustee of the Rick and Sheree Davis Family Foundation; Davis disclaims beneficial ownership except for pecuniary interest .
Governance Assessment
- Board effectiveness and engagement: Independent status, dual committee memberships (Compensation and NCGC), and ≥75% attendance underpin governance quality and shareholder alignment. Committee meeting cadence (4 each) reflects structured oversight of pay and governance matters .
- Compensation alignment: Director pay structure is modest and balanced between cash and fully vested equity; absence of performance-linked director awards avoids short-termism but places alignment on ownership levels and governance duties. TBK Bank service fees are transparently disclosed .
- Ownership and alignment: Material shareholding (209,751 common) plus strict hedging ban and pledging restrictions support “skin-in-the-game” and alignment; no pledges disclosed for Davis. Directors must meet 5x cash retainer guidelines, with the board reporting compliance or expected compliance .
- Conflicts/related-party: Historical related-party exposure via son‑in‑law employment at TBK Bank (ended 2022) was reviewed under formal policy; no ongoing related-party transactions or loans involving Davis disclosed. Monitoring via NCGC and related-party policy mitigates risk .
- Shareholder signals: Strong governance posture reflected in annual say‑on‑pay cadence and historically high approval (~95% in 2024), though this pertains to executive compensation; indicates broader shareholder support for pay practices and oversight .
RED FLAGS
- Historical related-party employment (son‑in‑law at TBK Bank in 2021–2022) warrants continued monitoring; employment has ceased and transactions are subject to formal policy review .
- No hedging/pledging allowed; any future pledge exceptions would require scrutiny (none disclosed for Davis) .